Exhibit 10.28



                     LOAN AGREEMENT AND SECURITY AGREEMENT

                             $1,500,000.00 Facility




                          Dated as of November 5, 1998

                                 by and between



                                  AMSOUTH BANK

                                      and

                              TRANSIT GROUP, INC.
<PAGE>
                               TABLE OF CONTENTS


ARTICLE I - DEFINITIONS....................................................2
         Section 1.1.      Capital Expenditures............................2
         Section 1.2.      Capitalization..................................2
         Section 1.3.      Current Assets..................................2
         Section 1.4.      Current Liabilities.............................2
         Section 1.5.      Debt............................................2
         Section 1.6.      Event of Default................................3
         Section 1.7.      Generally Accepted Accounting Principles........3
         Section 1.8.      Interest Expense................................3
         Section 1.9.      Liabilities.....................................3
         Section 1.10.     LIBOR Reserve Requirement.......................3
         Section 1.11.     Loan Documents..................................3
         Section 1.12.     Net Cash Flow. .................................3
         Section 1.13.     Net Income Available for Debt Service...........4
         Section 1.14.     Net Income Available for Interest Payments......4
         Section 1.15.     Net Worth.......................................4
         Section 1.16.     Permitted Contests..............................4
         Section 1.17.     Qualified Investments...........................4
         Section 1.18.     Receivables.....................................5
         Section 1.19.     Reserve Adjusted LIBOR Rate.....................5
         Section 1.20.     Tangible Net Worth..............................5
         Section 1.21.     Total Liabilities...............................6

ARTICLE II - AMOUNT AND TERMS OF LOAN......................................6
         Section 2.1.      Amount..........................................6
         Section 2.2.      Note............................................6
         Section 2.3.      Interest and Principal..........................6
         Section 2.4.      Increased Costs, Illegality, Etc................6

ARTICLES III - SECURITY AND GUARANTY.......................................7
         Section 3.1.      Security Interest...............................7
         Section 3.2.      Guaranty........................................8
         Section 3.3.      Security Documents..............................8
         Section 3.4.      Filing and Recording............................8

ARTICLE IV - BORROWER'S AND GUARANTOR=S REPRESENTATIONS AND WARRANTIES.....8
         Section 4.1.      Organization and Standing of Borrower...........9
         Section 4.2.      Organization and Standing of Carroll Fulmer.....9
         Section 4.3.      Organization and Standing of Carolina Pacific...9
         Section 4.4.      Organization and Standing of Transit Leasing....9
         Section 4.5.      Organization and Standing of Service Express....9
         Section 4.6.      Organization and Standing of Rainbow Trucking...10
         Section 4.7.      Organization and Standing of Transportation 
                           Resources.......................................10
         Section 4.8.      Organization and Standing of Venture Logistics..10
         Section 4.9.      Organization and Standing of Certified Transport10
         Section 4.10.     Organization and Standing of K.J. Transportation10
         Section 4.11.     Organization and Standing of Diversified 
                           Trucking........................................11
         Section 4.12.     Organization and Standing of Northstar
                           Transportation..................................11
         Section 4.13.     Corporate Power and Authority...................11
         Section 4.14.     Valid and Binding Obligations...................11
         Section 4.15.     Consent or Filing...............................11
         Section 4.16.     Financial Condition of the Borrower.............12
         Section 4.17.     Litigation. ....................................12
         Section 4.18.     Disclosure and No Untrue Statements. ...........12
         Section 4.19.     Title to Collateral.............................12
         Section 4.20.     Payment of Taxes. ..............................13
         Section 4.21.     Agreement or Contract Restrictions. ............13
         Section 4.22.     Patents, Trademarks, Etc. ......................13
         Section 4.23.     Investment Company Act; Regulation..............13
         Section 4.24.     Labor Matters. .................................13
         Section 4.25.     ERISA Requirement. .............................14
         Section 4.26.     Compliance With Environmental Requirements. ....14
         Section 4.27.     Use of Credit. .................................15

ARTICLE V - CONDITIONS PRECEDENT...........................................15
         Section 5.1.      Documents and Instruments.......................15
         Section 5.2.      Correctness of Warranties.......................15
         Section 5.3.      Certificates of Resolution......................15
         Section 5.4.      Expenses of Lender..............................16
         Section 5.5.      Supporting Documents. ..........................16
         Section 5.6.      Opinion of the Borrower's Counsel. .............17

ARTICLE VI - BORROWER'S AND GUARANTOR=S AFFIRMATIVE COVENANTS..............17
         Section 6.1.      Corporate Existence and Qualification...........17
         Section 6.2.      Financial Statements............................17
         Section 6.3.      Executive Officer's Certificates................18
         Section 6.4.      Taxes and Claims................................18
         Section 6.5.      Pay Indebtedness to Lender and Perform Other 
                           Covenants.......................................18
         Section 6.6.      Litigation......................................18
         Section 6.7.      Right of Inspection; Discussions. ..............19
         Section 6.8.      Notices.  ......................................19
         Section 6.9.      ERISA Benefit Plans. ...........................19
         Section 6.10.     Insurance.......................................20
         Section 6.11.     Main Bank of Account............................20
         Section 6.12.     Net Worth Requirement...........................20
         Section 6.13.     Leverage Ratio..................................20
         Section 6.14.     Interest Coverage Ratio.........................21
         Section 6.15.     Collateral Reporting............................21
         Section 6.16.     Observance of Laws. ............................21
         Section 6.17.     Subsidiaries....................................21
         Section 6.18.     Capitalization Ratio............................21

ARTICLE VII - BORROWER'S NEGATIVE COVENANTS................................21
         Section 7.1.      Type of Business................................22
         Section 7.2.      Change in Ownership or Management...............22
         Section 7.3.      Acquisitions and Mergers........................22
         Section 7.4.      Capital Expenditures............................22
         Section 7.5.      Guaranty........................................22
         Section 7.6.      Investment and Loans............................22
         Section 7.7.      Disposition or Encumbrance of Receivables.......22
         Section 7.8.      Sale-Leasebacks.................................23
         Section 7.9.      Leases..........................................23
         Section 7.10.     Liens...........................................23
         Section 7.11.     Take or Pay Contracts...........................24
         Section 7.12.     Other Special Covenants.........................24

ARTICLE VIII - EVENTS OF DEFAULT...........................................24
         Section 8.1.      Events..........................................24
                  (a)      Payment of Obligations to Lender. ..............24
                  (b)      Representation or Warranty. ....................24
                  (c)      Covenants. .....................................24
                  (d)      The Borrower's Liquidation; Dissolution; 
                           Bankruptcy; Etc. ...............................25
                  (e)      Order of Dissolution. ..........................25
                  (f)      Reports and Certificates. ......................25
                  (g)      Judgments. .....................................25
                  (h)      Liens Imposed by Law. ..........................25
                  (i)      Corporate Existence. ...........................26
                  (j)      ................................................26
         Section 8.2.      Rights and Remedies Cumulative..................26
         Section 8.3.      Rights and Remedies Not Waived..................26
         Section 8.4.      Waiver of Default...............................27

ARTICLE IX - MISCELLANEOUS.................................................27
         Section 9.1.      Course of Dealing; Amendments; Waiver. .........27
         Section 9.2.      Lien; Setoff By Lender..........................27
         Section 9.3.      Liability of Lender to Third Parties............27
         Section 9.4.      Waivers.........................................27
         Section 9.5.      Assignment and Participation....................28
         Section 9.6.      Funds Not Assignable............................28
         Section 9.7.      Indemnity.......................................28
         Section 9.8.      Termination by the Borrower.....................29
         Section 9.9.      Arbitration.  ..................................29
         Section 9.10.     Notices.........................................29
         Section 9.11.     Controlling Agreement...........................29
         Section 9.12.     Titles..........................................30
         Section 9.13.     Venue and Jurisdiction. ........................30
         Section 9.14.     Governing Law. .................................30
         Section 9.15.     Legal or Governmental Limitations. .............30
         Section 9.16.     Counterparts. ..................................30
         Section 9.17.     Addition of Subsidiaries........................30
         Section 9.18.     Waiver of Trial By Jury.........................31
         Section 9.19.     Confidentiality.................................31
<PAGE>


                                 LOAN AGREEMENT
                                      AND
                               SECURITY AGREEMENT


                           THIS AGREEMENT dated as of the 5th day of November,  
1998, by and between AMSOUTH BANK,
a bank  organized  under the laws of  Alabama,  whose  mailing  address is Post
Office Box 588001,  Orlando,  Florida 32858 (the "Lender"),  and TRANSIT GROUP,
INC., a Florida  corporation,  whose  address is Overlook III, 2859 Paces Ferry
Road, Suite 1740, Atlanta,  Georgia 30339 (the ABorrower@) and CARROLL FULMER &
COMPANY,  INC.,  a  Florida  corporation,  whose  address  is P. O.  Box  5000,
Groveland,   Florida   34736-5000   (ACarroll  Fulmer@)  and  CAROLINA  PACIFIC
DISTRIBUTORS, INC., a North Carolina corporation, whose address is 5625 Surrett
Drive  Extension,  Archdale,  North  Carolina  27263  (ACarolina  Pacific@) and
TRANSIT LEASING, INC., an Indiana corporation f/k/a CAPITOL WAREHOUSE,  INC., a
Kentucky corporation,  whose address is 403 W. Main Street, Frankfurt, Kentucky
40601 (ATransit  Leasing@) and SERVICE EXPRESS,  INC., an Alabama  corporation,
whose address is P.O. Box 1009,  Tuscaloosa,  Alabama 35403 (AService Express@)
and RAINBOW TRUCKING SERVICES,  INC., an Indiana corporation,  whose address is
724 Mechanic  Street,  Jeffersonville,  Indiana 47130 (ARainbow  Trucking@) and
TRANSPORTATION  RESOURCES AND MANAGEMENT,  INC., an Indiana corporation,  whose
address  is  5003  US  Highway  10  W,  Suite  1,  Fort  Wayne,  Indiana  46898
(ATransportation  Resources@) and VENTURE  LOGISTICS,  LLC., an Indiana limited
liability  company,  whose  address  is 2415 W.  Thompson  Road,  Indianapolis,
Indiana 46217 (AVenture  Logistics@) and CERTIFIED TRANSPORT,  LLC., an Indiana
limited   liability   company,   whose  address  is  2415  W.  Thompson   Road,
Indianapolis,  Indiana 46217 (ACertified  Transport@) and K.J.  TRANSPORTATION,
INC., a New York corporation,  whose address is 6070 Collett Road,  Farmington,
New York 14425 (AK.J.  Transportation@)  and  DIVERSIFIED  TRUCKING  CORP.,  an
Alabama corporation,  whose address is 309 Williamson Avenue, Opelika,  Alabama
36804 (ADiversified Trucking@) and NORTHSTAR  TRANSPORTATION,  INC., an Alabama
corporation,  whose  address  is 410  Twitchell  Road,  Dothan,  Alabama  36303
(ANorthstar  Transportation@)  and any and all other  subsidiaries  of  Transit
Group,  Inc.,  a  Florida  corporation  (together  herein  referred  to as  the
ASubsidiaries@or  individually as the ASubsidiary@)  which  subsequently  enter
into a Joinder  to Loan  Agreement  and  Security  Agreement  (Carroll  Fulmer,
Carolina  Pacific,   Transit  Leasing,   Service  Express,   Rainbow  Trucking,
Transportation   Resources,   Venture  Logistics,   Certified  Transport,  K.J.
Transportation, Diversified Trucking, Northstar Transportation and Subsidiaries
are  together  hereinafter  referred  to as the  "Guarantor"  and  individually
referred to as a ACo-Guarantor@;  references applicable to Guarantor shall also
be applicable to each Co-Guarantor).


                              W I T N E S S E T H:

         WHEREAS, the Borrower has requested the Lender to lend to Borrower for
the purpose of refinancing  the existing term loan used to finance a portion of
the  acquisition  of  Certified  Transport,  LLC an Indiana  limited  liability
company, and Venture Logistics, LLC, an Indiana limited liability company; and

         WHEREAS,  this  Agreement  modifies  and  restates  that  certain Loan
Agreement  and  Security  Agreement  dated as of April 28,  1998 by and between
Lender, Borrower and Guarantor; and

         WHEREAS,  each  Co-Guarantor  will derive a benefit from such loan and
therefore has agreed to guarantee the debt of Borrower to Lender and enter into
this Agreement; and

         WHEREAS,  subject to the  continued  acceptability  of the  collateral
referred to herein and subject to the  compliance by the Borrower and Guarantor
with all of the terms and conditions hereof, the Lender is willing to make such
loan on the terms and conditions and on the security hereinafter set forth.

         NOW, THEREFORE,  in consideration of the mutual promises,  conditions,
representations  and  warranties  hereinafter  set forth and for other good and
valuable consideration, the parties hereto have mutually agreed as follows:


                            ARTICLE I - DEFINITIONS

         Section 1.1.      Capital Expenditures.

         Capital  Expenditures  means any expenditures for fixed assets or that
is properly chargeable to capital account in accordance with generally accepted
accounting principles.

         Section 1.2.      Capitalization.

         Capitalization means Net Worth plus Debt.

         Section 1.3.      Current Assets.

         Current  Assets  means  assets  that,  in  accordance  with  generally
accepted accounting principles, are current assets; provided, however, that (1)
inventories  shall be taken into account on the basis of cost or current market
value, whichever is lower, or, to the extent that such inventories are required
for delivery under then-existing  contracts, the applicable contract price, (2)
current assets shall not include any intangible  assets or any securities  that
are not readily marketable,  (3) securities included as current assets shall be
taken into account at the current market price thereof,  and (4) current assets
shall not include any amounts due from or owed by any shareholder,  partner, or
member (as  applicable) or affiliate of the  Guarantor,  the Borrower or any of
its Subsidiaries.

         Section 1.4.      Current Liabilities.

         Current  Liabilities means, as of the date of determination,  all Debt
maturing on demand or within one year from,  and that is not  renewable  at the
option of the obligor to a date later than one year after, the date as of which
such  determination  is made and all other items  (including  taxes  accrued as
estimated) that, in accordance with generally accepted  accounting  principles,
would be included as current liabilities.

         Section 1.5.      Debt.

         Debt  of  any  person  means  (1)  all  indebtedness,  whether  or not
represented by bonds, debentures,  notes or other securities, for the repayment
of  borrowed  money,  (2) all  deferred  indebtedness  for the  payment  of the
purchase price of property or assets purchased,  except trade accounts payable,
(3) all capitalized lease obligations, (4) all indebtedness secured by any Lien
on any property of such person, whether or not indebtedness secured thereby has
been assumed, (5) all obligations with respect to any conditional sale contract
or title retention  agreement,  (6) all  indebtedness  and obligations  arising
under acceptance  facilities or in connection with surety or similar bonds, and
the outstanding  amount of all letters of credit issued for the account of such
person, and (7) all obligations with respect to interest rate swap agreements.

         Section 1.6.      Event of Default.

         AEvent of Default@  means any of the events  specified  in Section 8.1
hereof.

         Section 1.7.      Generally Accepted Accounting Principles.

         "Generally Accepted  Accounting  Principles" means those principles of
accounting set forth in Opinions of the Financial Accounting Standards Board of
the  American  Institute of Certified  Public  Accountants  or which have other
substantial authoritative support and are applicable in the circumstances as of
the date of any report  required  herein or as of the date of an application of
such principles as required herein.

         Section 1.8.      Interest Expense.

         Interest  Expense means interest  payable on Debt during the period in
question.

         Section 1.9.      Liabilities.

         Liabilities  means  all  Debt and all  other  items  (including  taxes
accrued as estimated)  that, in accordance with generally  accepted  accounting
principles,  would be included in determining total liabilities as shown on the
liabilities side of a balance sheet.

         Section 1.10.     LIBOR Reserve Requirement.

         "LIBOR  Reserve  Requirement"  means,  for any day,  the rate at which
reserves  (including,  without  limitation,  any  marginal,   supplemental,  or
emergency  reserves)  are  required  to be  maintained  by member  banks of the
Federal Reserve System on such day against Eurocurrency liabilities,  expressed
as a decimal.

         Section 1.11.     Loan Documents.

         "Loan  Documents"  means and includes the Note,  this  Agreement,  the
corporate  resolution,  and any and all other documents  executed in connection
with this loan accommodation.

         Section 1.12.     Net Cash Flow.

         Net Cash Flow for any period means net income (or the net deficit,  if
expenses and charges exceed  revenues and other proper income credits) for such
period,  plus amounts  that have been  deducted  for (1)  depreciation  and (2)
amortization in determining net income for such period.

         Section 1.13.     Net Income Available for Debt Service.

         Net Income  Available for Debt Service for any period means net income
(or the net deficit,  if expenses and charges exceed  revenues and other proper
income  credits) for such period,  plus amounts that have been deducted for (1)
depreciation,  (2)  amortization  and (3) Interest  Expense in determining  net
income for such period.

         Section 1.14.     Net Income Available for Interest Payments.

         Net Income  Available for Interest  Payments  means net income (or the
net deficit,  if expenses and charges  exceed  revenues and other proper income
credits) for such period plus amounts that have been  deducted for (1) Interest
Expense,  (2) income and profit taxes, and (3) amortization of debt discount in
determining net income for such period.

         Section 1.15.     Net Worth.

         Net Worth means the sum of the amounts set forth on the balance  sheet
as shareholders=  equity  (including the par or stated value of all outstanding
capital stock, retained earnings,  additional paid-in capital,  capital surplus
and earned surplus).

         Section 1.16.     Permitted Contests.

         Permitted  Contests  means  litigation or  administrative  proceedings
pursued by Borrower in good faith regarding taxes or construction liens.

         Section 1.17.     Qualified Investments.

         Qualified Investments means:

                  (1)      direct  obligations  of, or obligations the payment 
of which is guaranteed by the United States of America (AFederal Securities@),

                  (2)      an interest in any trust or fund that invests solely
 in Federal Securities,

                  (3)  a   certificate   of   deposit   issued   by,  or  other
interest-bearing  deposit with, any bank organized under the laws of the United
States  of  America  or any  state  thereof,  provided  that (A) such  bank has
capital,  surplus and undivided profits of not less that $50,000,000,  (B) such
deposit is insured by the Federal Deposit  Insurance  Corporation,  or (C) such
deposit is  collaterally  secured by such bank by pledging  Federal  Securities
having a market value  (exclusive  of accrued  interest) not less than the face
amount of such deposit (less the amount of such deposit  insured by the Federal
Deposit Insurance Corporation), and

                  (4) a purchase agreement with respect to Federal  Securities,
provided that the Federal Securities  subject to such repurchase  agreement are
held by or under the  control  of the  Borrower  free and clear of  third-party
Liens.

         Section 1.18.     Receivables.

         "Receivables"  means and  includes  all present  and future  accounts,
commissions,  contract rights, lease payment, chattel paper, instruments, cash,
deposits,  accounts,  documents, tax refunds payable to Borrower,  license fees
and proceeds,  royalties,  insurance  proceeds and general  intangibles and all
forms of obligations owing, together with all documents or instruments of title
representing  the same and rights in any  merchandise  or goods  which the same
represent,  together  with all right,  title,  security  and  guarantees,  with
respect to each of the Receivables, including any right of stoppage in transit,
whether the same are now or hereafter owned.  "Receivables"  also  specifically
include all rights of Borrower  under any patent license  agreement,  technical
assistance contract, product supply contract, or similar agreement and includes
all trade names,  trademarks,  license agreements and all records pertaining to
the accounts,  debtors,  and collateral and all computer software pertaining to
the Receivables of Borrower.

         Section 1.19.     Reserve Adjusted LIBOR Rate.

         "Reserve  Adjusted  LIBOR Rate" means,  for any AInterest  Period@ (as
defined in the Note),  an interest rate per annum  obtained by dividing (i) the
rate quoted on the Telerate page 3750 as of 11:00 a.m.  London time, on the day
that is two London banking days prior to the first day of the Interest  Period,
in an amount  substantially  equal to the ALIBOR-Based Rate@ (as defined in the
Note) and with a term  substantially  equal to such Interest Period, by (ii) an
amount equal to 1 minus the LIBOR Reserve Requirement for such Interest Period.
In the event the rate quoted by Telerate is  discontinued or the rate otherwise
cannot be identified,  the Lender shall determine the  LIBOR-Based  Rate on the
basis of quotes by major banks in the London  interbank  Eurodollar  market for
dollar  deposits  in  an  amount   substantially   equal  to  and  for  a  term
substantially equal to the Interest Period selected.

         Section 1.20.     Tangible Net Worth.

         Tangible  Net  Worth  means  the sum of the  amounts  set forth on the
balance sheet as shareholders= equity (including the par or stated value of all
outstanding  capital stock,  retained  earnings,  additional  paid-in  capital,
capital  surplus  and  earned  surplus),  less the sum of (1) any amount of any
write-up  of  assets,  (2)  goodwill,  (3)  patents,  trademarks,   copyrights,
leasehold  improvements  not  recoverable  at the  expiration  of a lease,  and
deferred   charges   (including   unamortized   debt,   discount  and  expense,
organization expenses,  experimental and developmental  expenses, but excluding
prepaid  expenses),  (4) any amounts at which  shares of capital  stock of such
person  appear on the asset side of the  balance  sheet and (A) any amounts due
from or owed by any shareholder or affiliate.

         Section 1.21.     Total Liabilities.

         Total  Liabilities means all Debt and all other items (including taxes
accrued as estimated)  that, in accordance with generally  accepted  accounting
principles,  would be included in determining total liabilities as shown on the
liabilities side of a balance sheet.



                     ARTICLE II - AMOUNT AND TERMS OF LOAN

         Section 2.1.      Amount.

         The Lender agrees,  on the terms and conditions of this Agreement,  to
lend to Borrower  in an  aggregate  principal  amount not to exceed ONE MILLION
FIVE HUNDRED THOUSAND DOLLARS  ($1,500,000.00)  (hereinafter sometimes referred
to as the ALoan@)

         Section 2.2.      Note.

         The obligation to repay the loan is evidenced by a promissory  note in
the principal sum of ONE MILLION FIVE HUNDRED THOUSAND DOLLARS  ($1,500,000.00)
(the  "Note").  Under  the  Loan,  the  Borrower  may,  subject  to the  terms,
conditions  herein  set forth,  borrow  from  Lender,  at such time and in such
amounts not  exceeding  the total amount of ONE MILLION  FIVE HUNDRED  THOUSAND
DOLLARS ($1,500,000.00).

         Section 2.3.      Interest and Principal.

         The interest on and  principal of the Note shall be paid in accordance
with the terms and conditions more particularly set forth in the Note.

         Section 2.4.      Increased Costs, Illegality, Etc.

                  (a) If either  (i) the  introduction  of or any change in any
law or  regulation or in the  interpretation  or  administration  of any law or
regulation by any court or  administrative  or governmental  authority  charged
with the interpretation or administration  thereof from the date hereof or (ii)
the compliance with any guideline enacted after the date hereof or request from
any such governmental  authority,  including,  without limitation,  any central
bank (whether or not having the force of law), which is not caused by an act or
omission  of Lender,  including  without  limitation,  its  failure to maintain
adequate capital, (x) subjects Lender or any corporation  controlling Lender to
any tax of any kind whatsoever  with respect to this Agreement,  or changes the
basis of  taxation  of  payments  to Lender of  principal,  commissions,  fees,
interest,  or any other amount  payable  hereunder  (except for (A) taxes on or
measured  by the  overall  net  income of Lender or branch,  office,  or agency
through which Lender is acting for purposes of this Agreement or (B) changes in
the  rate of such  taxes);  (y)  imposes,  modifies,  or holds  applicable  any
reserve,  special  deposit,  compulsory  loan, or similar  requirement  against
assets  held by, or  deposits  or other  liabilities  in or for the account of,
advances or loans by, or other credit or  commitment  therefor  extended by, or
any other acquisition of funds by, any office of Lender which are not otherwise
included  in any  determination  of the  Reserve  Adjusted  LIBOR Rate or other
interest  payable  hereunder;  or (z)  imposes  on  Lender  or the  corporation
controlling  Lender any other  condition,  and as a result  there  shall be any
increase  in the cost to Lender of  agreeing  to make or  making,  funding,  or
maintaining  advances by an amount  deemed by Lender to be  material,  then the
Borrower shall from time to time, upon demand by Lender, pay directly to Lender
additional  amounts  sufficient to compensate Lender for such increased cost. A
certificate as to the amount of such increased cost,  submitted to the Borrower
by Lender,  shall be conclusive and binding for all purposes,  absent  manifest
error.

                  (b) If  Lender  determines  that  compliance  with any law or
regulation  or with any  guideline  or request  from any central  bank or other
governmental authority subsequent to the date hereof (whether or not having the
force of law)  concerning  capital  adequacy or otherwise has or would have the
effect  of  reducing  the  rate of  return  on the  capital  of  Lender  or the
corporation  controlling  Lender as a consequence of, or with reference to, the
facilities  hereunder,  by an  amount  deemed by  Lender  to be  material,  the
Borrower  shall  from  time to time,  upon  demand  by  Lender,  pay to  Lender
additional  amounts  sufficient to compensate  Lender or such other corporation
for such reduction. A certificate as to such amounts, submitted to the Borrower
by Lender,  shall be conclusive and binding for all purposes,  absent  manifest
error.

                  (c) In the  event  the LIBOR  Reserve  Requirement  increases
subsequent to the date hereof,  the interest rate  applicable to the Note shall
be the Reserve Adjusted LIBOR Rate.


                      ARTICLES III - SECURITY AND GUARANTY

         As  security  for the full and  timely  payment of the  principal  and
interest under the Note and for any and all other  indebtedness or liability of
the Borrower to the Lender,  whether now existing or hereafter  arising (all of
which indebtedness is hereby referred to as AIndebtedness@),  each Co-Guarantor
grants and/or agrees to the following:

         Section 3.1.      Security Interest.

         Each  Co-Guarantor  hereby  grants the  Lender  and shall  cause to be
granted to the Lender a first prior and exclusive lien and security interest in
and a continuing first lien upon the following property (all of which is herein
referred to collectively as the "Collateral"):

         (a) All  "Receivables",  as defined in Section  1.18  hereof,  of each
Co-Guarantor as their interest may appear; and

         (b) All proceeds, products and accessions of and to all of the 
foregoing.

         Section 3.2.      Guaranty.

         The  Borrower  shall cause to be duly  executed  and  delivered to the
Lender the unlimited guaranty of each  Co-Guarantor,  whereby each Co-Guarantor
guarantees the Borrower's  obligations  under the Note,  this Agreement and the
Security Documents as hereinafter defined. Each Co-Guarantor,  by its execution
of this  Agreement,  agrees  that  any and all  loans,  indebtedness  or  other
liability of the Borrower to the Co-Guarantor shall at all times be subordinate
to the indebtedness of the Borrower to the Lender.

         Section 3.3.      Security Documents.

         Each Co-Guarantor, in order to describe the terms and conditions under
which the Collateral  will be held by the Lender,  shall execute and deliver to
the Lender,  in form and  substance  satisfactory  to the  Lender,  any and all
security agreements,  financing statements, and any other documents relating to
any security as the Lender shall require from time to time (all herein together
with the Note and this  Agreement  referred to  collectively  as the  "Security
Documents").

         Section 3.4.      Filing and Recording.

         The Borrower shall, at its cost and expense, cause all instruments and
documents  given as security  pursuant to this  Agreement  to be duly  recorded
and/or filed in all places necessary,  in the opinion of the Lender, to perfect
and  protect  the  security  interest  of the  Lender in the  property  covered
thereby.  The  Borrower  hereby  authorizes  the  Lender to file any  financing
statement  in  respect  of any  security  interest  created  pursuant  to  this
Agreement  which may at any time be  required  or which,  in the opinion of the
Lender, may at any time be desirable,  although the same may have been executed
only by the  Lender,  or, at the option of the Lender,  to sign such  financing
statement on behalf of the Borrower and file the same, and the Borrower  hereby
irrevocably designates the Lender, its agents, representatives and designees as
agents and  attorneys-in-fact  for the Borrower for this purpose.  In the event
that any  recording  or refiling  thereof (or the filing of any  statements  of
continuation  or assignment of any financing  statement) is required to protect
and preserve  security  interest,  the Borrower shall, at its cost and expense,
cause the same to be  re-recorded  and/or refiled at the time and in the manner
requested by the Lender.


     ARTICLE IV - BORROWER'S AND GUARANTOR=S REPRESENTATIONS AND WARRANTIES

         To induce the Lender to enter into this  Agreement,  the  Borrower and
Guarantor  make the following  representations  and  warranties  which shall be
deemed to be continuous  representations  and  warranties so long as any credit
hereunder  remains  available or any indebtedness of the Borrower to the Lender
remains unpaid:

         Section 4.1.      Organization and Standing of Borrower.

         The Borrower is a corporation  duly  organized and existing  under the
laws of the State of  Florida  and is duly  qualified  to do  business  in each
jurisdiction in which the conduct of its business requires such  qualification,
including  the State of Florida.  To the best of the  Borrower=s  knowledge and
belief, it is in compliance with all applicable laws and regulations  governing
the conduct of its  business and  governing  consummation  of the  transactions
contemplated hereby.

         Section 4.2.      Organization and Standing of Carroll Fulmer.

         Carroll Fulmer is a corporation  duly organized and existing under the
laws of the State of Florida and is duly  qualified to do business in the State
of Florida and in each jurisdiction  where the failure to be so qualified would
have a material  adverse  effect on Borrower.  To the best of Carroll  Fulmer=s
knowledge and belief, it is in material compliance with all applicable laws and
regulations governing the conduct of its business and governing consummation of
the transactions and its principal place of business is located in the State of
Florida.

         Section 4.3.      Organization and Standing of Carolina Pacific.

         Carolina  Pacific is a corporation  duly  organized and existing under
the laws of the State of North Carolina and is duly qualified to do business in
the State of North Carolina and in each jurisdiction where the failure to be so
qualified  would have a material  adverse  effect on  Borrower.  To the best of
Carolina Pacific=s  knowledge and belief, it is in material compliance with all
applicable  laws and  regulations  governing  the conduct of its  business  and
governing  consummation of the transactions and its principal place of business
is located in the State of North Carolina.

         Section 4.4.      Organization and Standing of Transit Leasing.

         Transit Leasing is a corporation duly organized and existing under the
laws of the State of Indiana and is duly  qualified to do business in the State
of Indiana and in each jurisdiction  where the failure to be so qualified would
have a material  adverse effect on Borrower.  To the best of Transit  Leasing=s
knowledge and belief, it is in material compliance with all applicable laws and
regulations governing the conduct of its business and governing consummation of
the transactions and its principal place of business is located in the State of
Indiana.

         Section 4.5.      Organization and Standing of Service Express.

         Service Express is a corporation duly organized and existing under the
laws of the State of Alabama and is duly  qualified to do business in the State
of Alabama and in each jurisdiction  where the failure to be so qualified would
have a material  adverse  effect on Borrower.  To the best of Service  Express=
knowledge and belief, it is in material compliance with all applicable laws and
regulations governing the conduct of its business and governing consummation of
the transactions and its principal place of business is located in the State of
Alabama.

         Section 4.6.      Organization and Standing of Rainbow Trucking.

         Rainbow  Trucking is a corporation  duly  organized and existing under
the laws of the State of Indiana  and is duly  qualified  to do business in the
State of Indiana and in each jurisdiction  where the failure to be so qualified
would  have a  material  adverse  effect on  Borrower.  To the best of  Rainbow
Trucking=s  knowledge  and  belief,  it  is in  material  compliance  with  all
applicable  laws and  regulations  governing  the conduct of its  business  and
governing  consummation of the transactions and its principal place of business
is located in the State of Indiana.

         Section 4.7.    Organization and Standing of Transportation Resources.

         Transportation  Resources is a corporation duly organized and existing
under the laws of the State of Indiana and is duly  qualified to do business in
the  State of  Indiana  and in each  jurisdiction  where the  failure  to be so
qualified  would have a material  adverse  effect on  Borrower.  To the best of
Transportation  Resources=  knowledge and belief, it is in material  compliance
with all applicable laws and regulations  governing the conduct of its business
and governing  consummation  of the  transactions  and its  principal  place of
business is located in the State of Indiana.

         Section 4.8.      Organization and Standing of Venture Logistics.

         Venture  Logistics is a limited  liability  company duly organized and
existing  under the laws of the State of Indiana  and is duly  qualified  to do
business in the State of Indiana and in each jurisdiction  where the failure to
be so qualified would have a material  adverse effect on Borrower.  To the best
of Venture Logistics=  knowledge and belief, it is in material  compliance with
all applicable laws and  regulations  governing the conduct of its business and
governing  consummation of the transactions and its principal place of business
is located in the State of Indiana.

         Section 4.9.      Organization and Standing of Certified Transport.

         Certified  Transport is a limited liability company duly organized and
existing  under the laws of the State of Indiana  and is duly  qualified  to do
business in the State of Indiana and in each jurisdiction  where the failure to
be so qualified would have a material  adverse effect on Borrower.  To the best
of Certified  Transport=s  knowledge and belief,  it is in material  compliance
with all applicable laws and regulations  governing the conduct of its business
and governing  consummation  of the  transactions  and its  principal  place of
business is located in the State of Indiana.

         Section 4.10.     Organization and Standing of K.J. Transportation.

         K.J. Transportation is a corporation duly organized and existing under
the laws of the State of New York and is duly  qualified  to do business in the
State of New York and in each jurisdiction where the failure to be so qualified
would  have a  material  adverse  effect  on  Borrower.  To the  best  of  K.J.
Transportation=s  knowledge and belief,  it is in material  compliance with all
applicable  laws and  regulations  governing  the conduct of its  business  and
governing  consummation of the transactions and its principal place of business
is located in the State of New York.

         Section 4.11.     Organization and Standing of Diversified Trucking.

         Diversified  Trucking is a  corporation  duly  organized  and existing
under the laws of the State of Alabama and is duly  qualified to do business in
the  State of  Alabama  and in each  jurisdiction  where the  failure  to be so
qualified  would have a material  adverse  effect on  Borrower.  To the best of
Diversified  Trucking=s knowledge and belief, it is in material compliance with
all applicable laws and  regulations  governing the conduct of its business and
governing  consummation of the transactions and its principal place of business
is located in the State of Alabama.

         Section 4.12.   Organization and Standing of Northstar Transportation.

         Northstar  Transporation  is a corporation duly organized and existing
under the laws of the State of Alabama and is duly  qualified to do business in
the  State of  Alabama  and in each  jurisdiction  where the  failure  to be so
qualified  would have a material  adverse  effect on  Borrower.  To the best of
Northstar  Transportation=s  knowledge and belief, it is in material compliance
with all applicable laws and regulations  governing the conduct of its business
and governing  consummation  of the  transactions  and its  principal  place of
business is located in the State of Alabama.

         Section 4.13.     Corporate Power and Authority.

         The  execution,  delivery and  performance  of this  Agreement and any
Security  Documents  by the  Borrower and  Guarantor  are within its  corporate
powers and have been duly authorized by all necessary corporate, shareholder or
member action, are not in contravention of law or the terms of their respective
Articles of  Incorporation,  By-Laws or Operational  Agreement or any amendment
thereto,  or any indenture,  agreement or undertaking to which they are a party
or by  which  they are  bound,  except  such  obligations  which  will be fully
satisfied at the funding hereunder.

         Section 4.14.     Valid and Binding Obligations.

         This  Agreement,  the  Note,  the  Security  Documents  and any  other
documents  required  hereunder,  when  executed  and  delivered by Borrower and
Guarantor will constitute the legal, valid and binding  respective  obligations
of the Borrower and Guarantor,  subject to applicable bankruptcy and insolvency
laws  and  laws  affecting   creditors'  rights  and  the  enforcement  thereof
generally.

         Section 4.15.     Consent or Filing.

         No consent, approval or authorization of, or registration, declaration
or filing with any court, any governmental body or authority or other person or
entity  is  required  in  connection  with the  valid  execution,  delivery  or
performance of this Agreement or any document  required by this Agreement or in
connection with any of the transactions contemplated thereby, except the filing
of the financing statements contemplated hereunder.

         Section 4.16.     Financial Condition of the Borrower.

         (a) The financial statements of the Borrower, a copy of which has been
furnished to the Lender, are materially correct,  complete,  and fairly present
the  financial  condition  of the  Borrower  as at the  date  of the  financial
statements and fairly present the results of the operations of the Borrower for
the period covered thereby.

         (b) The Borrower  has no material  direct or  contingent  liabilities,
liabilities  for  taxes,  long-term  leases,  or unusual  forward or  long-term
commitments  as of the  date  of the  Agreement  which  are not  disclosed  by,
provided for, or reserved against in the financial statements or referred to in
notes thereto, and at such date there are no material unrealized or anticipated
losses  from  any  unfavorable  commitments  of  the  Borrower.  The  financial
statements  furnished  to the Lender  have been  prepared  in  accordance  with
Generally  Accepted  Accounting   Principles  applied  on  a  consistent  basis
maintained  throughout the period involved.  There has been no material adverse
change in the business, properties or condition, financial or otherwise, of the
Borrower since the date of such financial statements.

         Section 4.17.     Litigation.

         There  is no  suit  or  proceeding  at  law  or in  equity  (including
proceedings, by or before any court, arbitrator, governmental or administrative
commission, board or bureau, or other administrative agency) pending, or to the
knowledge of the Borrower or Guarantor  threatened,  by or against or involving
the Borrower or Guarantor or against any of its properties, or existence which,
if adversely determined,  would have a material adverse effect on the property,
assets,  or  business  or on the  condition,  financial  or  otherwise,  of the
Borrower.

         Section 4.18.     Disclosure and No Untrue Statements.

         No  representation  or  warranty  made  by the  Borrower  in the  Loan
Documents or which will be made by the Borrower  from time to time  pursuant to
Officer=s   Certificates   (a)   contains   or  will   contain   any   material
misrepresentation  or material  untrue  statement of fact; or (b) omits or will
omit to state any material fact  necessary to make the  statements  therein not
misleading,  unless otherwise  disclosed in writing to the Lender.  There is no
fact known to the Borrower or any of its  executive  financial  officers  which
materially  and  adversely  affects  the  business,   assets,   properties,  or
condition, financial or otherwise, of the Borrower.

         Section 4.19.     Title to Collateral.

         The Borrower and Guarantor have good and marketable  title to, and are
the holders of all of the interests in, all of the Collateral given as security
to the Lender,  free and clear of all  pledges,  liens,  security  interests or
other  encumbrances.  The  Borrower and  Guarantor  will warrant and defend the
Collateral against the claims and demands of all persons.

         Section 4.20.     Payment of Taxes.

         The Borrower has filed or caused to be filed all federal,  state,  and
local tax returns  which are  required to be filed by it and has paid or caused
to be paid all taxes as shown on said returns or on any assessment  received by
it,  to the  extent  that such  taxes  have  become  due,  except as  otherwise
permitted by the provisions hereof, and no controversy in respect of additional
income  taxes which  could have a material  adverse  effect on the  Borrower is
pending,  or, to the knowledge of the  Borrower,  threatened,  unless  adequate
reserve has been made  therefor.  The  Borrower  has set up reserves  which are
believed by its  officers to be adequate for the payment of all taxes for which
a notice of assessment  has been received and for the payment of such taxes for
the years that have not been audited by the respective tax authorities.

         Section 4.21.     Agreement or Contract Restrictions.

         The  Borrower  is not a party to, nor is it bound by,  any  agreement,
contract,  or  instrument  or subject  to any  charter  or other  corporate  or
partnership  restriction  which  materially  adversely  affects  the  business,
properties,  assets,  operations, or financial condition of the Borrower except
as disclosed in the financial statements and notes thereto described in Section
6.2  hereof.  The  Borrower  is not in  material  default  in the  performance,
observance,  or  fulfillment  of  any  obligations,  covenants,  or  conditions
contained in any agreement or  instrument  to which it is a party,  which would
have a material adverse affect on Borrower performing hereunder.

         Section 4.22.     Patents, Trademarks, Etc.

         The Borrower  owns,  possesses,  or has the right to use all necessary
patents, patent rights,  licenses,  trademarks,  trademark rights, trade names,
trade name rights,  and  copyrights  to conduct its business as now  conducted,
without known  conflict  with any patent,  patent  right,  license,  trademark,
trademark right, trade name, trade name right, or copyright of any other person
or entity.

         Section 4.23.     Investment Company Act; Regulation.

          (a) The  Borrower  is not an  "investment  company,"  an  "affiliated
person" of any investment company," or a company "controlled" by an "investment
company,"  and the Borrower is not an  "investment  advisor" or an  "affiliated
person" of an  "investment  advisor" (as each of the quoted terms is defined or
used in the Investment Company Act of 1940, as amended).

         (b) The Borrower is not subject to regulation under any state or local
public  utilities  code or  federal,  state,  or local  statute  or  regulation
limiting the ability of the Borrower to incur indebtedness for money borrowed.

         Section 4.24.     Labor Matters.

         There are no strikes or other labor  disputes  against the Borrower or
Guarantor pending or, to the Borrower's or Guarantor=s  knowledge,  threatened.
To the knowledge of Borrower,  hours worked by and payment made to employees of
the Borrower have not been in violation of the Fair Labor  Standards Act or any
other applicable law dealing with such matters.  All material payments due from
the Borrower on account of employee health and welfare insurance have been paid
or accrued as a liability on its books.

         Section 4.25.     ERISA Requirement.

         Except as previously disclosed to Lender in writing, the Borrower does
not have in force any written or oral bonus plan,  stock option plan,  employee
welfare,  pension  or  profit  sharing  plan,  or any  other  employee  benefit
arrangement or understanding.  In addition, the Borrower and any predecessor of
the  Borrower  is not now or was not  formerly  during  the  five  year  period
immediately  preceding the  effective  date of this  Agreement a  participating
employer in any multi employer or "multiple  employer" plans within the meaning
of Sections 4001 (1)(a)(3), 4063, and 4064 of ERISA. Each employee benefit plan
subject to the requirements of ERISA complies in all material respects with all
of the  requirements  of ERISA  and those  plans  which  are  subject  to being
"qualified"  under Sections 401 (a) and 501 (a) of the Internal Revenue Code of
1986, as amended from time to time, have since their adoption been  "qualified"
and have received  favorable  determination  letters from the Internal  Revenue
Service so holding.  There is no matter known to Borrower which would adversely
affect the qualified tax exempt status of any such trust or plan, and except as
previously  disclosed to the Lender,  there are no  deficiencies or liabilities
for any such plan or trust. No employee  benefit plan sponsored by the Borrower
has engaged in a nonexempt "prohibited transaction" as defined in ERISA.

         Section 4.26.     Compliance With Environmental Requirements.

         The Borrower warrants and represents to the Lender that to the best of
Borrower's  knowledge,  the real  property  owned by Borrower is now and at all
times hereafter will continue to be in full compliance with all federal,  state
and local environmental laws and regulations as they now exist or are hereafter
enacted  and/or  amended,  including,  but not  limited  to, the  Comprehensive
Environmental  Response,  Compensation and Liability Act of 1980, as amended by
the  Superfund  Amendments  and  Reauthorization  Act  of  1986,  the  Resource
Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act
of 1980, and the Hazardous and Solid Waste Amendments of 1984, as amended.  The
Borrower shall  indemnify and hold the Lender harmless from and against any and
all  damages,  penalties,  fines,  claims,  liens,  suits,  liabilities,  costs
(including  cleanup  costs),  judgments  and  expenses  (including  attorneys',
consultants'  or experts' fees and expenses) of every kind and nature  suffered
by or  asserted  against  the  Lender  as a direct  or  indirect  result of any
warranty or  representation  made by the Borrower in this paragraph being false
or untrue in any material respect or any requirement under any law,  regulation
or ordinance,  whether local, state or federal,  which requires the elimination
or  removal  of  any   hazardous   materials,   substances,   wastes  or  other
environmentally  regulated  substances.  The Borrower's  obligations  hereunder
shall not be  limited  to any  extent by the term of the  indebtedness  secured
hereby,  and,  as to any  act or  occurrence  prior  to  payment  in  full  and
satisfaction of the indebtedness which gives rise to liability hereunder, shall
continue,  survive and remain in full force and effect notwithstanding  payment
in full and satisfaction of the indebtedness.

         Section 4.27.     Use of Credit.

         The Loan  shall  be used  exclusively  for the  purpose  of  financing
certain acquisitions.  The Borrower is not engaged in the business of extending
credit for the purpose of purchasing  or carrying  "margin  stock"  (within the
meaning of Regulation U, Regulation X or Regulation G of the Board of Governors
of the  Federal  Reserve  System),  and no part of the  proceeds of any advance
hereunder  will be used to  purchase  or carry any  "margin  stock,"  to extend
credit to others for the purpose of purchasing or carrying any "margin  stock,"
or for any other purpose  which might  constitute  this  transaction a "purpose
credit"  within the meaning of  Regulation  U,  Regulation  X, or Regulation G.
Neither the Borrower nor any person  acting on behalf of the Borrower has taken
or will take any action which might cause the Note or any other Loan Documents,
including this Agreement,  to violate Regulation U, Regulation X, or Regulation
G or any other  regulation  of the Board of  Governors  of the Federal  Reserve
system or violate Section 8 of the Securities  Exchange Act of 1934 or any rule
or  regulation  thereunder,  in each  case as now in  effect  as the  same  may
hereinafter  be in effect.  The Borrower owns no "margin stock" except for that
described in the financial statements referred to in Section 6.2 hereof and, as
of the date  hereof,  the  aggregate  value of all "margin  stock" owned by the
Borrower does not exceed  twenty-five  percent (25%) of the value of all of the
Borrower's  assets. In connection with the Loan, the Borrower will upon request
of the  Lender  deliver  to the  Lender  a  statement  in  conformity  with the
requirements of Federal Reserve Form U-1 referred to in said Regulation.

                        ARTICLE V - CONDITIONS PRECEDENT

         The  effectiveness of this Agreement and the obligations of the Lender
to consummate any of the transactions  contemplated  hereby shall be subject to
the satisfaction of the following conditions precedent, at or prior to the time
of the funding of the loan or any part thereof:

         Section 5.1.      Documents and Instruments.

         The Lender shall have  received  all the  instruments,  documents  and
property  contemplated to be delivered by the Borrower hereunder,  and the same
shall be in full force and effect.

         Section 5.2.      Correctness of Warranties.

         All representations and warranties  contained herein or otherwise made
to the Lender in connection herewith shall be true and correct.

         Section 5.3.      Certificates of Resolution.

         The  Board  of  Directors  of  the  Borrower  and  Guarantor  and,  if
shareholder  or  member  approval  is  deemed   necessary  by  any  party,  the
shareholders  and  members of the  Borrower  and  Guarantor,  shall have passed
specific  resolutions  authorizing  the execution and delivery of all documents
and the taking of all actions  called for by this  Agreement,  and the Borrower
and Guarantor  shall have  furnished to the Lender copies of such  resolutions,
certified by its Secretary or Member.

         Section 5.4.      Expenses of Lender.

         The  Borrower  promises  to  reimburse  the  Lender  promptly  for all
reasonable out-of-pocket expenses of every nature which the Lender may incur in
connection  with this  Agreement and the Note, the making of any loans provided
for herein or the collection of the Borrower's indebtedness, including, but not
limited to, any filing fees and documentary stamps. Such expenses shall be paid
at closing or in a reasonable time thereafter upon receipt of written invoices.
The Borrower shall also pay  reasonable  postclosing  expenses  incurred by the
Lender on behalf of the Borrower, including, but not limited to, preparation of
documents to terminate the loan and release the security therefor. Furthermore,
the Borrower shall be liable for post-closing  collection expenses,  including,
but not limited to, the collection of  obligations  of the Borrower  hereunder,
including  reasonable   attorneys'  fees,   including  appellate   proceedings,
post-judgment proceedings and bankruptcy proceedings. In the event the Borrower
fails to pay such expenses within a reasonable  time, the Lender may either (a)
disburse to itself  under the terms of the Note any sums  payable to Lender and
such disbursement shall be considered with like effect as if same had been made
to Borrower,  or (b) pay such expenses on the Borrower's  behalf and charge the
Borrower's account.

         Section 5.5.      Supporting Documents.

         On or prior to the closing  date,  the Lender shall have  received the
following  documents  satisfactory  in form and  substance  to the  Lender  and
counsel  for  the  Lender  and,  as  requested  by  the  Lender,  certified  by
appropriate corporate or governmental authorities:

                  (a) a certificate  of good standing of Borrower  certified by
the Secretary of State, or other  appropriate  governmental  authority,  of the
state of incorporation;

                  (b) a copy of  resolutions  of the Board of  Directors of the
Borrower  authorizing  the  execution,  delivery,  and  performance of the Loan
Documents and the borrowing thereunder,  and specifying the officer or officers
of the Borrower  authorized  to execute the Loan  Documents,  accompanied  by a
certificate  from an  appropriate  officer  that  the  resolution  is true  and
complete,  was duly  adopted  at a duly  called  meeting  in which a quorum was
present and acting  throughout,  or was duly adopted by written action, and has
not been amended, annulled,  rescinded, or revoked in any respect and remain in
full force and effect on the date of the certificate;

                  (c) an incumbency certificate containing the names and titles
of all duly elected  officers  and  directors of the Borrower as of the date of
this Agreement,  accompanied by a certificate from an appropriate  officer that
the information is true and complete; and

                  (d) such  additional  supporting  documents as the Lender may
request.

         Section 5.6.      Opinion of the Borrower's Counsel.

         On or prior to the  closing  date,  and to the extent  required by the
Lender at the time of any borrowing  hereunder,  the Lender shall have received
the favorable  opinion of counsel for Borrower  indicating  that the execution,
delivery  and  performance  of this  Agreement  by the  Borrower are within its
corporate  powers and  authorized,  in form and substance  satisfactory  to the
Lender.


         ARTICLE VI - BORROWER'S AND GUARANTOR=S AFFIRMATIVE COVENANTS

         The Borrower and Guarantor, jointly and severally,  covenant and agree
that until the Note,  together with interest and all other  indebtedness to the
Lender under the terms of this Agreement,  is paid in full, unless specifically
waived by the Lender in writing:

         Section 6.1.      Corporate Existence and Qualification.

         The Borrower and  Guarantor  will do, or cause to be done,  all things
necessary  to preserve,  renew and keep in full force and effect its  corporate
existence, its material rights, licenses and permits and comply in all material
respects with all laws  applicable to it,  operate its business in a proper and
reasonable  businesslike  manner and  substantially  as  presently  operated or
proposed to be operated;  and at all times  maintain,  preserve and protect all
franchises  and trade names and  preserve  all  property  used or useful in the
conduct of its  business,  and keep the same in good repair,  working order and
condition,  and from time to time make,  or cause to be made,  all  needful and
proper repairs, renewals,  replacements,  betterments and improvements thereto,
all as  reasonably  necessary  so that the  business  carried on in  connection
therewith may be properly and advantageously conducted at all times.

         Section 6.2.      Financial Statements.

         Borrower  and  Guarantor  will each keep  their  books of  account  in
accordance with generally accepted accounting practices applied on a consistent
basis and will furnish to Lender the following:

         (a)   Quarterly   financial   statements  of  the  Borrower  and  each
Co-guarantor and other subsidiaries  including,  at a minimum, a balance sheet,
an  income  and  expense  statement  and  a  year-to-date  financial  statement
presenting  individual  as well as  consolidating  and  consolidated  financial
information  on the  Borrower  and  each  Co-Guarantor  and  its  subsidiaries,
submitted within  forty-five (45) days of the end of each fiscal quarter of the
Borrower and each  Co-Guarantor  prepared by and certified as such by the chief
financial  officer of the  applicable  Borrower and  Co-Guarantor  stating Athe
undersigned  hereby certifies that the attached  financial  information is true
and  correct@  in all  material  respects,  subject to audit  adjustments;  and
containing information required by Lender; and

         (b) Annual financial  statements of the Borrower and each Co-Guarantor
including,  at a minimum,  a balance sheet and an income and expense  statement
presenting  individual  as well as  consolidating  and  consolidated  financial
information  on the  Borrower and  Guarantor  and its  subsidiaries,  submitted
within  ninety (90) days from the end of each fiscal year end,  prepared by and
certified as such by an independent  certified public accountant  acceptable to
Lender which may be satisfied by delivery of Guarantor=s  Annual Report on Form
10-K as filed with the Securities and Exchange Commission; and

         (c) Monthly accounts  receivable  agings for each Co-Guarantor aged by
invoice  date as of the end of each  month,  accounts  payable  agings for each
Co-Guarantor  as of the end of each month,  daily updated  accounts  receivable
balances  for each  Co-Guarantor  and customer  address  listings as Lender may
request from time to time.

The Borrower and Guarantor also, with reasonable  promptness,  shall furnish to
the Lender such other data as the Lender may reasonably request.

         Section 6.3.      Executive Officer's Certificates.

         The financial statements of Borrower and each Co-Guarantor, called for
by Section  6.2(a) and (b), shall be accompanied by a certificate of one of the
principal  executive  officers of Borrower and each  Co-Guarantor  stating that
there  exists no Event of Default as  defined  in this  Agreement  and no event
which,  with the giving of notice or passage of time, or both, would constitute
such an  Event  of  Default,  or,  if this is not the  case,  that  one or more
specified events of default or above-specified events have occurred.

         Section 6.4.      Taxes and Claims.

         The Borrower and  Guarantor  shall  properly  pay and  discharge:  all
taxes,  assessments  and  governmental  charges  upon or against any of them or
their assets prior to the date on which penalties attach thereto, unless and to
the extent that such taxes are being diligently  contested in good faith and by
appropriate   proceedings   and   appropriate   reserves   therefor  have  been
established.

         Section 6.5.   Pay Indebtedness to Lender and Perform Other Covenants.

         The Borrower shall: (a) make full and timely payments of the principal
of and interest on the Note and all other  indebtedness  of the Borrower to the
Lender, whether now existing or hereafter arising; and (b) duly comply with all
the terms and  covenants  contained in each of the  instruments  and  documents
given to the Lender  pursuant to this  Agreement or of the times and places and
in the manner set forth herein.

         Section 6.6.      Litigation.

         The Borrower and Guarantor  will  promptly  notify the Lender upon the
commencement of any action, suit, claim,  counterclaim or proceeding against or
known investigation of the Borrower (except when the alleged liability is fully
covered by  insurance):  (a) the  result of which  could  materially  adversely
affect the business of the  Borrower;  or (b) which  questions  the validity of
this  Agreement or any other  document  executed in connection  herewith or any
action taken or to be taken pursuant to any of the foregoing.

         Section 6.7.      Right of Inspection; Discussions.

         The Borrower will permit any person  designated by the Lender,  at the
Borrower's expense, to visit and inspect any of the property,  books,  records,
papers,  and  financial  reports of the  Borrower,  including the making of any
copies thereof and abstracts therefrom,  and to discuss its affairs,  finances,
and accounts with its principal  officers,  all at such reasonable times and as
often as the Lender may reasonably  request.  The Borrower will also permit the
Lender, or its designated  representative,  to audit its financial and business
records. Without limiting the foregoing in any way, the Borrower also agrees to
allow the Lender and/or certified public accountants satisfactory to the Lender
to review the Borrower's financial statements, books, and records.

         Section 6.8.      Notices.

         The Borrower will promptly give notice to the Lender of:

                  (a) the  occurrence  of any  default or Event of Default  (or
event  which  would  constitute  a  default  or  Event of  Default  but for the
requirement  that  notice be given or time elapse or both)  hereunder  in which
case such notice  shall  specify the nature  thereof,  the period of  existence
thereof,  and the  action  that the  Borrower  proposes  to take  with  respect
thereto;

                  (b) the  occurrence of any material  casualty to any property
of the Borrower or any other force majeure (including,  without limitation, any
strike or other labor disturbance)  materially affecting the operation or value
of the Borrower  (specifying  whether or not such  casualty or force majeure is
covered by insurance); and

                  (c) the  commencement or any material change in the nature or
status of any material litigation,  dispute,  investigation, of proceeding that
may  involve a claim for  damages,  injunctive  relief,  enforcement,  or other
relief pending,  being  instituted,  or threatened by, against or involving the
Borrower, or any attachment, levy, execution, or other process being instituted
by or against any assets of the  Borrower,  or any other  adverse  change which
might  materially  impair  the  conduct  of the  Borrower's  business  or might
materially affect  financially or otherwise its business,  operations,  assets,
properties, prospects, or condition.

         Section 6.9.      ERISA Benefit Plans.

         The Borrower will comply with all  requirements of ERISA applicable to
it and will not materially  increase its liabilities under or violate the terms
of any  present or future  benefit  plans  maintained  by it without  the prior
approval  of the Lender.  The  Borrower  will  furnish to the Lender as soon as
possible and in any event within 10 days after the Borrower or a duly appointed
administrator  of a plan (as defined in ERISA) knows or has reason to know that
any reportable event, funding deficiency, or prohibited transaction (as defined
in ERISA)  with  respect to any plan has  occurred,  a  statement  of the chief
financial  officer  of  the  Borrower  describing  in  reasonable  detail  such
reportable event, funding deficiency,  or prohibited transaction and any action
which Borrower  proposes to take with respect thereof,  together with a copy of
the notice of such event given to the Pension Benefit  Guaranty  Corporation or
the Internal Revenue Service or a statement that said notice will be filed with
the annual report of the United States Department of Labor with respect to such
plan if such filing has been authorized.

         Section 6.10.     Insurance.

         (a) The Borrower shall at all times maintain hazard,  public liability
insurance and Workers  Compensation  policies  insuring  against all claims for
personal or bodily injury, death or property damage occurring upon, in or about
any  property of the  Borrower in amounts not less than  $2,000,000.00  (with a
maximum  deductible  of  $1,000.00)  for injury or damage to any one person and
$2,000,000.00  (with a maximum  deductible of  $1,000.00)  for injury or damage
from any one  accident and  $100,000.00  for property  damage.  Such  insurance
coverage shall be in form and with existing carriers at current levels.

         (b) The Borrower shall furnish to Lender  evidence that such insurance
is in effect,  upon request, at no cost to Lender,  including,  but not limited
to,  such   originals  or  copies  as  the  Lender  may  request  of  policies,
certificates of insurance,  riders and endorsements  relating to such insurance
and proof of premium  payments.  The  Lender  shall be under no duty to examine
such  certificates  or to advise the  Borrower in case the  insurance is not in
compliance  herewith.  All such  policies  shall name  Lender as an  additional
insured.

         Section 6.11.     Main Bank of Account.

         During  the  term of this  Agreement  and so long as the  Borrower  is
obligated to the Lender under the Note,  AMSOUTH BANK, a bank  organized  under
the laws of  Alabama,  shall be the primary  bank of account for the  Borrower.
Failure of the  Borrower  to comply  with this  provision  shall  constitute  a
default under the terms of this Agreement, entitling the Lender to all remedies
of default hereunder.

         Section 6.12.     Net Worth Requirement.

         The Borrower shall maintain a Net Worth of not less than  THIRTY-SEVEN
MILLION  DOLLARS  ($37,000,000.00)  by the end of the  1998  fiscal  year.  The
Tangible Net Worth must not be less than a negative  ($3,000,000) at the end of
the 1998 fiscal year end and a negative ($3,000,000) plus 25% of the net income
at the end of the 1999  fiscal year and all  subsequent  years and at all times
thereafter.

         Section 6.13.     Leverage Ratio.

         The  Borrower  shall not permit  its ratio of Total  Debt to  Earnings
Before Interest,  Taxes,  Depreciation and Amortization  (EBITDA) to be greater
than  3.50:1.00  for the 1998 fiscal year end and 3.00:1.00 for the 1999 fiscal
year end at all times thereafter.

         Section 6.14.     Interest Coverage Ratio.

         The Borrower shall not permit its ratio of Earnings  Before  Interest,
Taxes and  Amortization to Interest  Expense for the 1998 fiscal year end to be
less than 1.50:1.00 and less than 2.00:1.00 for the fiscal year end 1999 and at
all times thereafter.

         Section 6.15.     Collateral Reporting.

         The  Borrower  shall  provide  the Lender with the  following:  (1) an
updated  accounts  receivable  balance  submitted  on a daily basis in form and
substance  acceptable to Lender;  (2) an accounts  receivable  aging each month
aged by invoice  date,  as of the end of each month  within ten (10) days after
the end of the month;  (3) a customer address list the Lender will from time to
time require;  and (4) an accounts  payable aging each month,  as of the end of
each month  within  twenty  (20) days  after the end of the month;  and (5) any
other information that the Lender may from time to time require.

         Section 6.16.     Observance of Laws.

         The Borrower will conform to and duly observe in all material respects
all  laws,  regulations,  and  other  valid  requirements  of any  governmental
authority  with  respect to the  conduct  of its  business,  including  but not
limited to, applicable ERISA, environmental and transportation laws.

         Section 6.17.     Subsidiaries.

         The Borrower and  Guarantor  shall cause each of its  subsidiaries  to
observe and perform each covenant and agreement.  All computations  required in
connection  with such financial  covenants  shall be made for the Guarantor and
its  subsidiaries on a combined or  consolidated  basis,  after  elimination of
intercompany items.

         Section 6.18.     Capitalization Ratio.

         The Borrower and its  subsidiaries  on a consolidated  basis shall not
permit its ratio of Funded Debt to Capitalization to exceed 65.0% at any time.


                  ARTICLE VII - BORROWER'S NEGATIVE COVENANTS

         Borrower  covenants  and agrees from the date hereof and until payment
in  full  of the  principal  of  and  interest  on  the  Note,  and  all  other
indebtedness  to the Lender  under  this  Agreement,  unless  the Lender  shall
otherwise  consent in  writing,  which  will not be  unreasonably  withheld  or
delayed, it will not, either directly or indirectly:

         Section 7.1.      Type of Business.

         Engage in any  business  not  authorized  by  Borrower's  Articles  of
Incorporation or by applicable law.

         Section 7.2.      Change in Ownership or Management.

         The Borrower  shall not,  either  directly or  indirectly,  permit any
change in its Senior  management or in the management of its business,  without
the prior written consent of the Lender.

         Section 7.3.      Acquisitions and Mergers.

         The Borrower shall not merge or consolidate or transfer  substantially
all of their assets (other than in a  reorganization  or other  transaction  in
which no  change  in  control  occurs  and  such  organizations  remain  in the
transportation business) without the prior written approval of the Lender.

         Section 7.4.      Capital Expenditures.

         The Borrower and its subsidiaries  may not make Capital  Expenditures,
excluding  expenditures  for rolling stock,  in an aggregate  amount per fiscal
year in  excess  of ONE  MILLION  DOLLARS  ($1,000,000.00),  without  the prior
written consent of the Lender.

         Section 7.5.      Guaranty.

         The Borrower and its  subsidiaries  will not guarantee or otherwise in
any way  become  responsible  for  obligations  of any other  person or entity,
whether by agreement  to purchase  the  indebtedness  of any other  person,  or
agreement for the  furnishing to funds to any other person through the purchase
of  goods,  supply  of  services  (or by way of stock  purchase,  contribution,
advance or loan) for the purpose of paying or discharging  the  indebtedness of
any other person, or otherwise, except those approved in writing by Lender.

         Section 7.6.      Investment and Loans.

         The Borrower and Guarantor will not, directly or indirectly,  acquire,
purchase or otherwise  make any  investment in or make any loans to acquire any
interest  whatsoever  in, any other person in an amount in excess of $1,000,000
in cash per  acquisition or an aggregate  amount of $5,000,000 in cash;  except
(1)  Qualified  Investments,  or (2) the  stock  of any  existing  subsidiaries
disclosed  to the  Lender  in  writing  in the  Loan  application,  or (3) upon
obtaining  written  consent  of  Lender,  provided  in each  case that all such
organizations are in the transportation business.

         Section 7.7.      Disposition or Encumbrance of Receivables.

         The Borrower will not sell, assign or discount, or grant or permit any
lien on any of its  accounts or notes  receivables,  other than the discount of
such notes in the ordinary course of the Borrower=s business.

         Section 7.8.      Sale-Leasebacks.

         Other than rolling  stock,  the Borrower will not sell or transfer any
property and lease it back for the same use.

         Section 7.9.      Leases.

         The  Borrower  will  not  enter  into any  future  lease  (other  than
capitalized leases that are otherwise permitted under this commitment or leases
for  rolling  stock),  as  lessee,  if such  lease  (a) has an  unexpired  term
(including  renewals at the option of the lessee) of more than seven years, (b)
provides  for  aggregate  rental  payments  during any fiscal year in excess of
$100,000,  or (c) if the rental  payments  thereunder,  together with all other
such leases, would provide for aggregate rental payments during any fiscal year
in excess of $500,000, without prior written approval of the Lender.

         Section 7.10.     Liens.

         The  Borrower  will not  permit any lien on any of its  properties  or
assets, whether now owned or hereafter acquired,  other than any liens mutually
agreed upon prior to closing and those listed below:

                  (a)      liens in favor of Lender;

                  (b) existing liens  identified in the Borrower=s  application
for this Loan,  including any liens relating to the  restructuring  of existing
fixed asset and/or vehicle financing with another financial institution;

                  (c)  deposits  under  workmen=s  compensation,   unemployment
insurance and Social Security laws;

                  (d) liens imposed by law,  such as carriers=,  warehousemen=s
or mechanics= and materialmen=s  liens,  incurred in good faith in the ordinary
course of business and that are not delinquent or that are subject to Permitted
Contests;

                  (e) any lien arising out of any litigation,  legal proceeding
or  judgement  that is  subject  to a  Permitted  Contest,  and any  pledges or
deposits to secure, or in lieu of, any surety, stay or appeal bond with respect
to any such litigation, legal proceeding or judgement;

                  (f)  liens  for  taxes,  assessments  or  other  governmental
charges or levies  that are not  delinquent  or that are  subject to  Permitted
Contests;

                  (g) liens  created  after  the Loan  closing  to  secure  the
acquisition cost of vehicles and fixed assets for use in the ordinary course of
business,  provided  that (1) any such lien is confined to the fixed  assets so
acquired;  and (2) the  indebtedness  secured  by such lien does not exceed the
purchase price or fair market value,  whichever is less, of the fixed assets so
acquired at the time of their acquisition; and

                  (h) liens  created  by loans to  shareholders  secured by the
shareholders  restricted  stock, so long as the Borrower and each  Co-Guarantor
are in compliance with all financial covenants.

         Section 7.11.     Take or Pay Contracts.

         The Borrower will not enter into any take or pay contract.

         Section 7.12.     Other Special Covenants.

         The Borrower and Guarantor will not allow any modifications  involving
the inclusion of Receivables of additional  subsidiaries to be made to eligible
receivables in the event additional  acquisitions  are made,  without the prior
written approval of Lender.


                        ARTICLE VIII - EVENTS OF DEFAULT

         Section 8.1.      Events.

         In the event:

                  (a)      Payment of Obligations to Lender.

                  The  Borrower  or  Guarantor  fails  to make  payment  of any
principal,  interest,  or other amount due on any indebtedness  owed the Lender
hereunder  within ten (10) days of the due date thereof  without further notice
or demand,  or fails to make any other  payment  to the Lender as  contemplated
hereunder either by the terms hereof or otherwise; or

                  (b)      Representation or Warranty.

                  Any  representation  or  warranty  made or deemed made by the
Borrower or Guarantor herein or in any writing  furnished in connection with or
pursuant  to the  loan  application  and  loan  commitment  for the  Loan or in
connection  with or  pursuant  to any  certificate  delivered  under  the  Loan
Documents shall be false in any material  adverse respect on the date when made
or when deemed made; or

                  (c)      Covenants.

                  The  Borrower or  Guarantor  defaults in the  performance  or
observance of or breaches any agreement,  covenant,  term, or condition binding
on it  contained in the Loan  Documents  for a period of thirty (30) days after
written  demand  (provided  no written  demand  shall be required for breach of
Borrower=s  obligations to notify Lender of events of defaults set forth herein
which require Borrower to notify Lender of same); or

                  (d) The Borrower's Liquidation; Dissolution; Bankruptcy; Etc.

                  Any  liquidation or dissolution of the Borrower or Guarantor,
suspension of the business of the Borrower,  or the filing or  commencement  by
the Borrower of a voluntary petition, case, proceeding, or other action seeking
reorganization,  arrangement,  readjustment  of its debts,  or any other relief
under any  existing  or future law of any  jurisdiction,  domestic  or foreign,
state or federal, relating to bankruptcy, insolvency,  reorganization or relief
of debtors,  or any other  action of the  Borrower  indicating  its consent to,
approval of, or acquiescence in, any such petition, case, proceeding,  or other
action  seeking to have an order for relief  entered  with respect to it or its
debts; the application by the Borrower for, or the  appointment,  by consent or
acquiescence of, a receiver,  trustee, custodian, or other similar official for
the Borrower or for all or a substantial  part of its  property;  the making by
the Borrower of an assignment for the benefit of creditors; or the inability of
the Borrower or the  admission  by the Borrower in writing of its  inability to
pay its debts as they mature; or

                  (e)      Order of Dissolution.

                  Any order is entered in any proceedings  against the Borrower
or  Guarantor  decreeing  the  dissolution  or  split-up  of  the  Borrower  or
Guarantor, and such order remains in effect for more than sixty (60) days; or

                  (f)      Reports and Certificates.

                  Any report,  certificate or financial  statement delivered to
the Lender by the Borrower is at any time false or  misleading  in any material
adverse respect; or

                  (g)      Judgments.

                  The  rendition  of a final  uninsured  judgment  against  the
Borrower for the payment of damages or money in excess of Five Hundred Thousand
Dollars ($500,000.00) if the same is not discharged,  bonded off or transferred
to other  security or if a writ of execution or similar  process is issued with
respect  thereto  and is not stayed  within the time  allowed by law for filing
notice of appeal of the final judgment; or

                  (h)      Liens Imposed by Law.

                  The  violation  of  any  law or any  act or  omission  by the
Borrower that results in the imposition of a lien by operation of law on any of
its property, if the lien is not discharged, bonded off or transferred to other
security  within  sixty (60) days after it has attached and if the lien relates
to a claim for the  payment  of  damages  or money in  excess  of Five  Hundred
Thousand Dollars ($500,000.00); or

                  (i)      Corporate Existence.

                  Any act or omission  (formal or  informal) of the Borrower or
Guarantor or its officers, directors,  shareholders, or partners leading to, or
resulting in, the  termination,  invalidation  (partial or total),  revocation,
suspension, interruption, or unenforceability of its existence, or the transfer
or disposition (whether by sale, lease, or otherwise) to any person of all or a
substantial part of its property; or

                  (j)      Cross-Default.

                  The  default  by  Borrower  or  Guarantor  in  any  terms  or
conditions  of any  obligation  of Borrower  or  Guarantor  owed to Lender;  in
addition,  the  default by the  Borrower  or  Guarantor  of any of the terms or
conditions of the Note or Loan  Documents  shall  constitute a default of those
other  obligations  of Borrower  or  Guarantor  owed to Lender,  and all credit
accommodations related thereto;

         THEN:

         In any of the above mentioned events,  any holder of the Note executed
pursuant hereto with notice to Borrower may, at such holder's  option,  declare
the said Note to be fully due and  payable  and the same  shall  thereupon  all
immediately  become due and payable in their aggregate  amounts and Lender,  in
addition to any other remedy  permitted by law, may, at its option,  proceed to
protect and enforce its rights by an action at law or in equity or by any other
appropriate  proceedings,  whether for the specific performance of any covenant
or  agreement  contained  in this  Agreement,  or in aid of the exercise of any
power granted in this Agreement,  or proceed to enforce the payment of the Note
or to enforce any other legal, or equitable rights of Lender, including but not
limited to, the rights of Lender  pursuant to the  Florida  Statutes  and other
applicable  law. The events of default and remedies  after default set forth in
this Section 8.1 are intended to be in addition to the  provisions  in the Note
under the captions "Events of Default" and "Remedies After Default".

         Section 8.2.      Rights and Remedies Cumulative.

         No right or remedy herein  conferred upon the Lender is intended to be
exclusive  of any other right or remedy  contained  herein,  in the Note,  Loan
Documents or in any  instrument  or document  delivered in  connection  with or
pursuant to this Agreement,  and every such right or remedy shall be cumulative
and shall be in addition to every other such right or remedy  contained  herein
and therein or now or  hereafter  existing at law or in equity or by statute or
otherwise.

         Section 8.3.      Rights and Remedies Not Waived.

         No  course of  dealing  between  the  Borrower  and the  Lender or any
failure or delay on the part of the Lender in exercising any rights or remedies
hereunder shall operate as a waiver of any rights or remedies of the Lender and
no single or partial exercise of any rights or remedies hereunder shall operate
as a waiver or preclude the exercise of any other rights or remedies hereunder.

         Section 8.4.      Waiver of Default.

         The  Lender at any time may waive any  default or any Event of Default
which  shall  have  occurred  and any of its  consequences,  in which  case the
parties  hereto  shall be restored  to their  former  positions  and rights and
obligations  hereunder,  respectively;  but no such waiver  shall extend to any
subsequent or other default or impair any right consequent thereon, and no such
waiver shall be effective unless it is in a written document executed by a duly
authorized officer and then only to the extent specifically recited therein.


                           ARTICLE IX - MISCELLANEOUS

         Section 9.1.      Course of Dealing; Amendments; Waiver.

         No course of dealing  between the parties hereto shall be effective to
amend,  modify,  or change any  provision  of this  Agreement or any other Loan
Document.  No  amendment or waiver of any  provision  of this  Agreement or any
other Loan  Document,  nor consent to any departure by the Borrower  therefrom,
shall in any event be effective  unless the same shall be in writing and signed
by Lender,  unless  otherwise  specifically  provided,  and each such waiver or
consent shall be effective  only in the specific  instance and for the specific
purpose for which given.

         Section 9.2.      Lien; Setoff By Lender.

         The Borrower  hereby  grants to the Lender a  continuing  lien for all
indebtedness  and other  liabilities of the Borrower to the Lender upon any and
all moneys,  securities,  and other  property of the  Borrower and the proceeds
thereof, now or hereafter held or received by or in transit to, the Lender from
or for the Borrower,  whether for safekeeping,  custody, pledge,  transmission,
collection  or  otherwise,  and also  upon  any and all  deposits  (general  or
special)  and  credits  of the  Borrower  with,  and any and all  claims of the
Borrower  against the Lender at any time  existing.  Upon the occurrence of any
Event of Default,  the Lender is hereby authorized at any time and from time to
time, without notice to the Borrower, to setoff, appropriate,  and apply any or
all  items   hereinabove   referred  to  against  all  indebtedness  and  other
liabilities  of the  Borrower to the Lender,  whether  under this  Agreement or
otherwise, and whether now existing or hereafter arising.

         Section 9.3.      Liability of Lender to Third Parties.

         The Lender  shall in no event be  responsible  or liable to any person
other than the Borrower and  Guarantor  for its  disbursement  of or failure to
disburse the funds or any part thereof,  and others shall not have any claim or
right  against the Lender under this  Agreement or the Lender's  administration
thereof.
         Section 9.4.      Waivers.

         Except as provided herein,  the Borrower waives  presentment,  demand,
protest, notice of default, nonpayment,  partial payments and all other notices
and  formalities  relating to this  Agreement  other than notices  specifically
required hereunder.  The Borrower consents to and waives notice of the granting
of  indulgences  or extensions  of time of payment,  the taking or releasing of
security, the addition or release of persons primarily or secondarily liable on
or with  respect to  liabilities  of the  Borrower to the  Lender,  all in such
manner and at such time or times as the Lender  may deem  advisable.  No act or
omission  of  the  Lender  shall  in  any  way  impair  or  affect  any  of the
indebtedness  or  liabilities  of the  Borrower  to the Lender or rights of the
Lender in any security.  No delay by the Lender to exercise any right, power or
remedy  hereunder or under any security  agreement,  and no indulgence given to
the  Borrower in case of any  default,  shall  impair any such right,  power or
remedy or be  construed  as having  created a course of dealing or  performance
contrary to the  specific  provisions  of this  Agreement or as a waiver of any
default by the Borrower or any acquiescence therein or as a violation of any of
the terms or provisions of this  Agreement.  The Lender shall have the right at
all times to enforce the provisions of this  Agreement and all other  documents
executed  in  connection  herewith  in  strict  accordance  with  their  terms,
notwithstanding  any  course  of  dealing  or  performance  by  the  Lender  in
refraining  from so doing at any time and  notwithstanding  any  custom  in the
banking trade.  No course of dealing  between the Borrower and the Lender shall
operate as a waiver of any of the Lender's rights.

         Section 9.5.      Assignment and Participation.

         This Loan may not be assigned  by the  Borrower  without the  Lender=s
prior written consent.  At any time, either before or after the closing of this
Loan,  the  Lender  may  grant  one or  more  participations  in  this  Loan to
participants of its choice.  Any such participant may exercise rights of setoff
and banker=s lien against the Borrower with respect to its  participation as if
it had made a direct loan to the  Borrower.  The Lender may divulge to any such
participant any information the Lender may obtain with respect to the Borrower,
the Guarantor or any Collateral in connection  with this Loan.  Notwithstanding
the  foregoing,  Lender  may  sell  any or all of the  Loan if said  Loan is in
default.

         Section 9.6.      Funds Not Assignable.

         The  proceeds of the loan shall not be assigned  by the  Borrower  nor
subject  to the  process  of any court  upon  legal  action by or  against  the
Borrower or by or against anyone  claiming under or through  Borrower,  and for
the purpose of this  Agreement,  the funds shall remain and be  considered  the
money and  property of the Lender  until the  Borrower is entitled to have them
disbursed as provided  herein.  Nothing herein contained shall be considered as
in anyway modifying, or subordinating the obligations previously given or to be
given by the  Borrower as security for the loan and such  obligations  shall be
and remain in full force and effect,  this  Agreement  being  intended  only as
additional  security  for the  loan  and to  insure  its  use for the  purposes
intended by the Lender and Borrower.
         Section 9.7.      Indemnity.

         The Borrower agrees to indemnify and hold the Lender harmless from and
against  all  damages,  claims,  actions,  causes  of  action,  losses,  costs,
expenses,  liability,  penalties and interest  (including  attorney=s  fees and
expenses) directly or indirectly  resulting from,  occurring in connection with
or arising out of (a) any inaccurate  representation  or warranty made by or on
behalf of Borrower to Lender in  connection  with this Loan;  (b) any breach by
the Borrower of any of its  obligations  under this Loan or the Loan Documents;
or (c) this Loan and the  transactions  contemplated by this Loan. This Section
9.7 shall survive the execution and delivery of the Loan Documents, the closing
of this Loan and the payment of this Loan in full.

         Section 9.8.      Termination by the Borrower.

         The Borrower may terminate this Agreement in its entirety by giving at
least ten (10) days prior  notice of its  intention  so to do and by payment in
full  of all  obligations  hereunder  outstanding  on the  date  specified  for
termination.

         Section 9.9.      Arbitration.

         Any controversy,  claim,  dispute or disagreement  arising out of this
commitment or the Loan will be settled by  arbitration  in accordance  with the
Commercial Arbitration Rules of the American Arbitration Association. Judgement
on any award  rendered  by the  arbitrator(s)  in any such  arbitration  may be
entered in any court having jurisdiction  thereof.  The Borrower and the Lender
specifically acknowledge and agree that this commitment involves a Atransaction
involving  commerce@ under the Federal  Arbitration Act. Any arbitration  shall
take place in Orlando, Florida at the Lender=s election.

         Section 9.10.     Notices.

         Any written  notice,  demand or request that is required to be made in
any of the Loan  Documents  shall be  served in  person,  or by  registered  or
certified mail, return receipt requested, or by express mail or similar carrier
service,  addressed  to the party to be served at the  address set forth in the
first paragraph  hereof.  The addresses  stated herein may be changed as to the
applicable  party by  providing  the other  party with  notice of such  address
change in the manner  provided  in this  paragraph.  In the event that  written
notice,  demand or request is made as provided in this  paragraph,  then in the
event that such notice is returned  to the sender by the United  States  postal
system or the courier service  because of  insufficient  address or because the
party has moved or otherwise, other than for insufficient postage or payment to
the courier, such writing shall be deemed to have been received by the party to
whom it was addressed on the date that such writing was initially placed in the
United  States  postal  system or deposited  with the courier  service with the
postage or cost thereof prepaid in full by the sender.

         Section 9.11.     Controlling Agreement.

         In the event any provision of this Agreement is inconsistent  with any
provision  of any other  document,  whether  heretofore  executed,  required or
executed  pursuant to this  Agreement  or  otherwise,  the  provisions  of this
Agreement shall be controlling.

         Section 9.12.     Titles.

         Titles  to  the  sections  of  this   Agreement  are  solely  for  the
convenience of the parties hereto and are not an aid in the  interpretation  of
this Agreement or any part thereof.

         Section 9.13.     Venue and Jurisdiction.

         In any  litigation in connection  with or to enforce this Agreement or
any of the other Loan  Documents,  the  Borrower  irrevocably  consents  to and
confers personal  jurisdiction on the courts of the State of Florida located in
Orange County or the United States courts located within the Middle District of
the State of Florida,  expressly  waives any  objections  as to venue in any of
such courts,  and agrees that service of process may be made on the Borrower by
mailing a copy of the summons and complaint by  registered  or certified  mail,
return receipt requested, to the address set forth herein below the name of the
Borrower on the  signature  page  hereto (or  otherwise  expressly  provided in
writing).  Nothing  contained  herein shall,  however,  prevent the Lender from
bringing any action or exercising  any rights within any other court in Florida
or from  obtaining  personal  jurisdiction  by any  other  means  available  by
applicable law.

         Section 9.14.     Governing Law.

         The validity,  interpretation,  and enforcement of this Agreement,  of
the rights and  obligations of the parties  hereto,  and of the other documents
delivered  in  connection  herewith  shall be governed  by, and  construed  and
interpreted  in accordance  with,  the laws of the State of Florida,  excluding
those laws relating to the  resolution  of conflicts  between laws of different
jurisdictions.

         Section 9.15.     Legal or Governmental Limitations.

         Anything contained in this Agreement to the contrary  notwithstanding,
the Lender  shall not be  obligated  to extend  credit or make any loans to the
Borrower in an amount in violation of any limitations or prohibitions  provided
by any applicable statute or regulation.

         Section 9.16.     Counterparts.

         This  Agreement  and any  amendment  hereof may be executed in several
counterparts and by each party on a separate counterpart, each of which when so
executed and delivered  shall be an original,  and all of which  together shall
constitute one instrument.

         Section 9.17.     Addition of Subsidiaries.

         Additional Subsidiaries may join in this credit accommodation by:

                  a.       executing  and  delivering  to Lender  with the  
                           consent  of  Lender a  Joinder  to Loan
                           Agreement and Security Agreement in the form 
                           attached hereto as Exhibit AA@; and

                  b.       a  Continuing  and  Unconditional  Guaranty executed
                           by the  Subsidiary  in  the  form attached hereto as 
                           Exhibit AB@; and

                  c.       executing and delivering to Lender a UCC-1Financing  
                           Statement  perfecting the pledge of the Subsidiary's
                           Collateral as security for the Note; and

                  d.       executing  and delivering to Lender a tax indemnity
                           agreement, out-of-state closing affidavit,corporate  
                           borrowing  resolution,   certification   certificate 
                           and other documents or affidavits as may be required 
                           by Lender; and

                  e.       delivering  to  Lender  an opinion of  Subsidiary=s
                           counsel  in  form  and  content
                           satisfactory to Lender.

         No  modifications  involving  the  inclusion  of  Receivables  of  any
additional  Subsidiaries will be made to eligible Receivables without the prior
written consent of the Lender and without each additional  Subsidiary executing
and delivering to Lender all documents listed above.

         Section 9.18.     Waiver of Trial By Jury.

         The Borrower, the Guarantor and the Lender knowingly,  voluntarily and
intentionally  waive  the  right  any of them  may  have to a trial  by jury in
respect  of any  litigation  based  hereon,  or  arising  out of,  under  or in
connection  with  the  Loan  Documents  and any  agreement  contemplated  to be
executed in conjunction therewith, or any course of conduct, course of dealing,
statements  (whether verbal or written) or actions of any party. This provision
is a material inducement for the Lender entering into the loan evidenced by the
Loan Documents.

         Section 9.19.     Confidentiality.

         Lender  acknowledges  that  Borrower is a Reporting  Company under the
Exchange Act of 1934, as amended,  and agrees to keep  confidential  and not to
use in any manner other than in connection with this  Agreement,  any nonpublic
information obtained by the Lender in connection herewith.

         IN WITNESS  WHEREOF,  the parties have executed this Agreement the day
and year first above written.

AMSOUTH BANK, a bank organized under
the laws of Alabama


By: /s/ Anthony Stiffler
Anthony Stiffler,
Vice President

"Lender"

TRANSIT GROUP, INC., a Florida corporation


By: /s/ Philip A.Belyew
Philip A. Belyew,
President and Chief Executive Officer

ABorrower@

CARROLL FULMER & COMPANY, INC., a Florida
corporation


By: /s/ Philip A.Belyew
Philip A. Belyew,
Chairman of the Board


CAROLINA PACIFIC DISTRIBUTORS, INC., a North
Carolina corporation


By: /s/ Philip A.Belyew
Philip A. Belyew,
Chairman of the Board


TRANSIT LEASING, INC., an Indiana corporation f/k/a
CAPITOL WAREHOUSE, INC., a Kentucky corporation


By: /s/ Philip A.Belyew
Philip A. Belyew,
Chairman of the Board


SERVICE EXPRESS, INC., an Alabama corporation


By: /s/ Philip A.Belyew
Philip A. Belyew,
Chairman of the Board


RAINBOW TRUCKING SERVICES, INC., an Indiana
corporation


By: /s/ Philip A.Belyew
Philip A. Belyew,
Chairman of the Board


TRANSPORTATION RESOURCES AND MANAGEMENT, INC., an
Indiana corporation


By: /s/Philip A.Belyew
Philip A. Belyew,
Chairman of the Board


VENTURE LOGISTICS, LLC, an Indiana limited
liability company


By: /s/ Philip A.Belyew
Philip A. Belyew,
Manager


CERTIFIED TRANSPORT, LLC, an Indiana limited
liability company



By: /s/Philip A.Belyew
Philip A. Belyew,
Manager


K.J. TRANSPORTATION, INC., a New York corporation


By: /s/ Philip A.Belyew
Philip A. Belyew,
Chairman of the Board


DIVERSIFIED TRUCKING CORP, an Alabama corporation


By: /s/ Philip A.Belyew
Philip A. Belyew,
Chairman of the Board


NORTHSTAR TRANSPORTATION, INC., an Alabama
corporation


By: /s/ Philip A. Belyew
Philip A. Belyew,
Chairman of the Board

"Guarantor"